Cheryl W. Grisé
Director at DLTR
Board
About Cheryl W. Grisé
Independent director of Dollar Tree, Inc. since 2022; age 72. Former Executive Vice President of Northeast Utilities (now Eversource Energy) and CEO of its principal operating companies (1998–2007). Currently serves as Chair of Dollar Tree’s Compensation Committee and member of the Nominating & Governance Committee; recognized by NACD as a Top 100 most influential director. Independence affirmed by the Board; all standing committees are fully independent .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Northeast Utilities (Eversource Energy) | EVP; CEO of principal operating companies | 1998–2007 | Senior leadership with governance/legal background; NACD Top 100 recognition |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| MetLife, Inc. | Director | Since 2004 | Current public company directorship |
| PulteGroup, Inc. | Director | Since 2008 | Current public company directorship |
| ICF International, Inc. | Director | 2012–2024 | Former public company directorship |
| Pall Corporation | Director | 2007–2015 | Former public company directorship |
| Dana Holding Corporation | Director | 2002–2008 | Former public company directorship |
Board Governance
- Committee assignments (DLTR): Compensation Committee Chair; Nominating & Governance Committee member .
- Independence: Board deems all directors other than the CEO independent; all Audit, Compensation, and Nominating & Governance members are independent .
- Attendance and engagement: In FY2024, Board met 6 times; Compensation 7 times; Nominating & Governance 4 times; each director attended >75% of all Board and relevant committee meetings; 10 of 11 directors attended the 2024 annual meeting .
- Board leadership: Independent Chairman (Edward J. Kelly, III) since Nov 2024; independent Vice Chairman (Paul C. Hilal); independent directors meet in executive session .
- Overboarding policy: N&G generally caps outside boards at ≤4 (or ≤2 for sitting public-company CEOs); all nominees comply .
Fixed Compensation
Director compensation structure (FY2024):
| Compensation Element | Amount | Notes |
|---|---|---|
| Annual cash retainer | $150,000 | For non-employee directors |
| Annual equity award | $150,000 | At least 50% of annual retainer as equity |
| Compensation Committee Chair fee | $35,000 | Additional to retainer |
| Nominating & Governance Committee Chair fee | $35,000 | For N&G chair (not applicable to Grisé) |
| Audit Chair fee | $40,000 | For Audit chair (not applicable to Grisé) |
| Finance Chair fee | $30,000 | For Finance chair |
| Sustainability & CSR Chair fee | $30,000 | For S/CSR chair |
| Committee member fees | $0 | No member fees |
| Meeting fees | $0 | None |
Cheryl W. Grisé – FY2024 actual director compensation:
| Component | Amount |
|---|---|
| Fees earned/paid in cash | $185,000 |
| Stock awards (grant-date fair value) | $150,000 |
| Total | $335,000 |
Director deferral program (FY2024):
| Item | Detail |
|---|---|
| Deferrals made in 2024 | $335,000 deferred by Grisé |
| Shares underlying 2024 deferrals | 3,443 shares |
| Total deferred shares (as of Feb 1, 2025) | 8,381 shares |
| Options outstanding from deferrals | — (none) |
| Program mechanics | Since July 1, 2023, fees can be deferred into cash or stock under the Non-Employee Director Deferred Compensation Program; deferred shares credited at market close on the first day of each quarter; cash accounts earn interest at 30-year Treasury rate; prior (2013) plan allowed options (exercise price at grant; immediately exercisable) . |
Additional equity award details (program-level):
- Annual equity grants to non-employee directors on July 1, 2024 were valued at $150,000; shares determined by dividing value by closing price on grant date ($107.25 on July 1, 2024) .
- No meeting fees; Board may authorize ad hoc committee fees (none paid in FY2024) .
Performance Compensation
- Non-employee director pay is not performance-based; there are no annual cash incentive plans, pension plans, or performance metric hurdles for directors. Directors receive cash retainers, role-based chair fees, and time-based equity; deferrals permitted into cash or stock (no options under the current program) .
Other Directorships & Interlocks
- Concurrent boards: MetLife, Inc.; PulteGroup, Inc. (current) .
- Board commitments review: The Nominating & Governance Committee evaluates director time commitments; all nominees satisfy the company’s overboarding guidelines .
- Related-party monitoring: Audit Committee reviews/oversees related-party transactions; N&G reviews conflicts/waivers under Code of Conduct .
Expertise & Qualifications
- Board biography highlights substantial executive leadership in a large consumer-facing business, strong governance and legal background, and extensive public board leadership across sectors; named to NACD Top 100 most influential directors .
Equity Ownership
| Item | Value |
|---|---|
| Beneficial ownership (4/15/2025) | 9,996 shares; <1% of outstanding |
| Composition detail | Includes 8,996 deferred shares under a director deferred compensation plan (assumed issuable upon service end within 60 days) |
| Deferred shares (earlier snapshot) | 8,381 deferred shares as of 2/1/2025 (timing difference vs. 4/15/2025) |
| Pledging of company stock | None; company prohibits pledging absent Board waiver; governance highlights show no pledges by officers/directors |
| Hedging/short sales policy | Prohibited for directors (company-wide Insider Trading Policy) |
| Director ownership guideline | 5× annual cash retainer (i.e., 5×$150,000); compliance required within 5 years; all directors in compliance as of April 2025 |
Section 16 compliance:
- The proxy identifies delinquent filers for FY2024 (Aditya Maheshwari, Jeffrey Naylor). No delinquency is attributed to Cheryl W. Grisé .
Governance Assessment
- Strengths: Independent director; Compensation Committee Chair with clear remit over executive pay, director pay, HCM, risk assessment, and stock ownership oversight . High engagement (each director >75% attendance in FY2024) and independent committee structure . Equity-heavy director pay and sizeable voluntary deferrals into stock align incentives with shareholders; no pledging/hedging permitted; all directors meet tightened 5× retainer ownership guideline .
- Potential watch items: Multiple concurrent public boards (MetLife, PulteGroup), though the Board’s overboarding policy and N&G oversight mitigate commitment risk and all nominees comply .
- Conflicts/related-party exposure: Audit Committee actively oversees related-party transactions; code tightened in 2024 to prohibit conflicts including material investments in competitors or vendors; no pledging and no specific related-party issues flagged for Grisé in the proxy .
Board Governance (Committee Detail)
| Committee | Role | FY2024 Meetings |
|---|---|---|
| Compensation | Chair (Grisé) | 7 |
| Nominating & Governance | Member (Chair: Edward J. Kelly, III) | 4 |
The Compensation Committee report to include CD&A in the 2025 proxy was signed by: Cheryl W. Grisé (Chair), Paul C. Hilal, and Mary A. Laschinger .
Notes on Director Compensation Mechanics
- Director compensation was peer-benchmarked with Meridian Compensation Partners in Sept 2023 and deemed market-aligned; principles include ≥50% equity and recognition of leadership workloads (Chair/Chairman role fees) .
- Annual equity grant on 7/1/2024 used closing price of $107.25 to determine shares; Chairman received an additional pro rata equity grant upon becoming independent Chair (12/31/2024 price $74.94) — this does not apply to Grisé but indicates program calibration .
- No meeting fees or pension benefits for non-employee directors .